Corporate Matters Sample Clauses

Corporate Matters. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. The Buyer has the requisite corporate power and authority to enter into this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Buyer and is a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditorsrights generally and by legal and equitable limitations on the availability of specific remedies. The execution and delivery of this Agreement and the other agreements and documents to be delivered by the Buyer, the consummation of the transactions contemplated hereby and thereby and the compliance with the provisions hereof and thereof, by the Buyer will not, with or without the passage of time or the giving of notice or both, violate any provision of, or constitute a default under, any contract or other agreement to which the Buyer is a party or by which it is bound, conflict with its articles of incorporation or bylaws, other than violations, defaults or conflicts that would not materially and adversely affect the ability of the Buyer to consummate the transactions provided for in this Agreement.
Corporate Matters. No Restricted Party shall:
Corporate Matters. Notwithstanding any other provision of this Section 12.6 and any provision of law, the Club Trustee shall not do any of the following:
Corporate Matters. The Lessee (i) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, (ii) has full power, authority and legal right to own and operate its properties and to conduct its business as presently conducted and to execute, deliver and perform its obligations under this Lease and any Consent, and (iii) is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which its ownership or leasing of properties or the conduct of its business requires such qualification.
Corporate Matters. PARENT shall have delivered to TARGET: (a) ----------------- copies of the Certificate or Articles of Incorporation and Bylaws of each of PARENT and ACQUISITION CORP. as in effect immediately prior to the Effective Time; (b) copies of resolutions adopted by the Board of Directors of PARENT and the Board of Directors and stockholder of ACQUISITION CORP. authorizing this Agreement and the consummation of the transactions contemplated hereby; and (c) a certificate of good standing of PARENT issued by the Secretary of State of the State of New York and a certificate of good standing of ACQUISITION CORP. issued by the Secretary of State of the State of Delaware, in each case as of a date not more than ten (10) days prior to the Closing Date, certified in the case of subsections (a) and (b) of this Section 9.2 as of the Closing Date by an ---------------- --- ------------ executive officer of PARENT as being true, correct and complete. The Certificate or Articles of Incorporation and Bylaws of each of PARENT and ACQUISITION CORP. shall be satisfactory to TARGET and its counsel in form and in substance.
Corporate Matters. The Company (i) is a corporation, duly organized, validly existing, and in good standing under the laws of Japan; (ii) has full power and authority to carry on the businesses in which it is engaged, and (iii) to own and use the properties owned and used by it. Seller is duly qualified as a foreign entity and is in good standing as a foreign entity in all jurisdictions where the properties owned, leased or operated by it and relating to the business are located or where the business is conducted, except where failure to so qualify or be in good standing is not reasonably likely to have a material adverse effect on the business, results of operations, prospects or financial condition of the business.
Corporate Matters. Between the date hereof and the Closing, Seller shall cause the Company not to (a) amend its Articles of Incorporation or Bylaws; (b) issue any shares of stock; (c) issue or create any warrants, obligations, subscriptions, options, convertible securities, or other commitments under which shares may be authorized or issued; or (d) declare or pay any dividend or distribution on any securities of the Company.